AMENDED & RESTATED EXCHANGE AGREEMENTExchange Agreement • December 16th, 2021 • NBSH Acquisition, LLC • Investment advice • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of October 22, 2021 (the “Effective Date”), among Blue Owl Capital Inc., a Delaware corporation, Blue Owl Capital Holdings LP, a Delaware limited partnership (“Blue Owl Holdings”), Blue Owl Capital Carry LP, a Delaware limited partnership (“Blue Owl Carry”), Blue Owl Capital GP LLC, a Delaware limited liability company and wholly owned subsidiary of PubCo (and any successor General Partner of Blue Owl Holdings and Blue Owl Carry designated in accordance with the applicable A&R Blue Owl Operating Agreements (as defined below), the “General Partner”)), and each Blue Owl Limited Partner (as defined below) from time to time party to this Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 16th, 2021 • NBSH Acquisition, LLC • Investment advice
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Class A Common Stock, par value $0.0001 per share, of Blue Owl Capital Inc., and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. As contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
